Organization and Method of Operation

Organization

The Board may create such committees as it shall deem fit and proper and may assign to such committees any authority, duty or responsibility desired by the Board; such committees shall have as members thereof any Trustee or (excluding the Executive Committee) any other person whose experience, capabilities or position would be beneficial to the work of the committee. The committees of the Board shall consist of the standing committees created herein and any other committees created by the Board or the President pro tempore from time to time. The standing committees shall have the powers, duties, and responsibilities set forth herein or subsequently assigned by the Board, and other committees shall have the powers, duties, and responsibilities specifically assigned by the Board or President pro tempore. The President pro tempore of the Board shall appoint annually the chairs and all members of standing committees except the Executive Committee, which shall be composed of a chair, who shall be the President pro tempore of the Board, the chair of the Finance Committee, the chair of the Academic Affairs and Student Affairs Committee, and 2 other members elected by the Board for one-year terms at the annual meeting of the Board. Vacancies in committee memberships shall be filled in the same manner as when originally selected except that vacancies on the Executive Committee may be filled at any meeting, with a term to expire at the next annual meeting.

Method of Operation

The committees and subcommittees shall meet upon the call of the Chancellor, the President pro tempore of the Board, or the chair of the committee or subcommittee. Unless otherwise provided, actions taken by such committees shall not be binding upon the Board but shall be advisory to the Chancellor and the Board. In the interim between meetings of the Board and in the absence of committee meetings, the Chancellor may confer with committee members in areas of committee responsibility. The standing committees of the Board shall consist of the following.

Section 1Executive Committee

While the Board is not in session, the Executive Committee is authorized, empowered and instructed to perform any function of the Board when, in the opinion of the Executive Committee, action is advisable before the next regularly scheduled meeting of the Board, or to perform any function delegated to it by the Board or by statute. The committee shall report its action to the Board at the next Board meeting. Without further approval of the Board, the Executive Committee shall have the authority to lease, sell and convey real property of the Board, or any interest therein, except for any part of the principal campus areas at Birmingham, Huntsville, or Tuscaloosa, and to approve any step of the planning, design, and construction process for capital projects requiring Board approval; and shall report such actions at the next Board meeting.

Section 2Academic Affairs and Student Affairs Committee

The areas of responsibility of this committee shall include reviewing and recommending approval of: new academic programs; evaluation of and modification to existing academic, research, and service programs; organizational structure as it relates to academic departments, institutes, and programs; overseeing academic and other support services provided to student athletes and monitoring their retention and graduation rates; programmatic planning for new facilities to support the academic mission; student affairs matters such as admission, safety and security, programs for social and personal development, residence status; institutional research; annual budgets as they apply to the above items; and other matters that may be referred to it by the Chancellor or the Board.

Section 3Finance Committee

The areas of responsibility for this committee shall include the review and recommendation for approval of: annual budgets; financial reports; legislative appropriation requests; budget performance reports; long-range financial plans; student tuition, fees and financial aid programs; reviewing athletic budgets, facilities plans and student athletic fees and making recommendations to the Board regarding their items as part of the academic budget; financial exigency; certain contracts, depository and other signatories approval; campus indebtedness proposals; campus annual information technology plans and purchases of hardware, software, services or related items; and other matters that may be referred to it by the Chancellor or the Board.

Section 4Section 4. Physical Properties

The areas of responsibility for this committee shall include evaluation of campus master plans and annual capital development plans; acquisition and disposition of land, facilities and equipment; construction-related contract review; ground leasing and facility leasing; planning and construction of new facilities and renovation of facilities; off-campus land use; any of the above matters as they specifically relate to intercollegiate athletics; and other matters that may be referred to it by the Chancellor or the Board.

Section 5Investment Committee

This committee shall be responsible for recommending investment objectives, broad asset allocation changes, policies, and practices for the endowment and operating cash reserve funds to the Board. The committee is responsible for overseeing investment activities and performance; for ensuring the proper control and safekeeping of the investment funds and assets (such as land) retained by the University for investment purposes, for making changes within the broad asset allocation guidelines; and for the approval of the selection of external money managers, custodians and such consultants as are necessary to properly manage these funds.

Section 6UAB Health System Board Liaison Committee

This committee shall consist of those persons appointed by the Board to serve on the UAB Health System Board (HSB). Its responsibilities shall be to represent the Board on the HSB and to keep the Board fully informed of the activities of the HSB. The term of membership on this committee shall correspond to the term of membership on the HSB.

Section 7Honorary Degrees and Recognition Committee

This committee shall be responsible for detailed review, study and recommendation of all matters coming to the Board regarding the authorization, designation of type, awarding and conferring of honorary degrees; for the naming of buildings and other structures (and major portions thereof), streets, geographic areas, and academic, research, and service programs for persons who have made outstanding accomplishments in their fields of endeavor or who have made exemplary and major contributions to the University, state, or nation; and for other related matters.

Section 8Audit Risk and Compliance Committee

This committee serves as the primary representative of the Board in meeting its obligations related to audit, risk management, and compliance. The Committee will exercise principal oversight of these efforts throughout the System, including its institutions and the Health System, and among affiliated entities, and including matters related to intercollegiate athletics. The Committee’s specific duties and responsibilities shall be established by Board Rule, and shall include recommending the appointment of the chief audit executive and such other officers responsible for carrying out these functions. Such officers shall report administratively to the Chancellor or his/her designee, but shall be appointed by and ultimately responsible through this committee to the Board, and shall have direct access to this committee and the Board.

Section 9Compensation Committee

This committee shall be responsible for the establishment of the compensation of the Chancellor and, upon recommendation of the Chancellor, the compensation of the presidents, vice chancellors, board officers, provosts, vice presidents and such other senior academic and administrative officers as the Committee shall designate. In addition, it shall review any extraordinary salary and payment arrangements for employees. The Committee shall periodically review the fringe benefit policies and such other aspects of the University’s compensation programs as the committee shall elect.

Section 10Legal Affairs Committee

This committee shall act as liaison between the Board and the General Counsel or other attorneys representing the Board. The committee will keep the Board informed of all pending litigation and legal issues affecting the University System and the Board, and will work closely with the Audit, Risk, and Compliance Committee to monitor and evaluate risk and compliance matters.

Section 11Nominating Committee

This committee shall make nominations to the Board for election to all positions which the Board has the responsibility to elect under Board Rules, the Constitution, or statutes; including Board officers, new Trustees, Executive Committee members, and members of the UAB Health System Board, and such other nominations as assigned by the President pro tempore.

Section 12Vision and Policy Committee

This committee exists to assist the Board in its oversight of the strategic planning and related work performed by the campuses, Health System, and System Office. The committee shall advise and consult with the Chancellor of The University of Alabama System, the campus Presidents, and leadership of the UAB Health System on all matters that have long-range impact on the operations, mission, vision and overall standing of The University of Alabama System. The responsibilities of this committee shall include reviewing long-range strategic plans prior to publication; mission statements, vision statements, and statements of role and scope; and other matters related to strategic planning that may be referred to it by the Chancellor or the Board.

Section 13Subcommittees

Subcommittees of the standing committees of the Board may be established from time to time as needed or as may be provided for by Board Rules.

Section 14Attendance at Committee and Subcommittee Meetings

Committee and subcommittee meetings may be held in person or by means of a telephone or video conference or similar means that permits the members of the committee or subcommittee to simultaneously hear one another during the meeting and that permits any member of the public, including representatives of the media, that same opportunity. Either the chair or the majority of the members of a committee or subcommittee can determine in advance of a meeting whether attendance will be in person or by telephone, video, or similar means.